The Law on Amendments to the Law on Factoring was published in the “Official Gazette of RS” no. 109/2025 of December 4, 2025. The Law entered into force on December 12, 2025, except for the provisions relating to the competence of the Securities Commission, which will apply after six months from the date of entry into force, as well as the provisions on the central factoring record, which will apply from the date of commencement of operation of this record.

Factoring is defined by the Law as a financial service of purchasing and selling existing non-matured or future short-term monetary receivable arising from a contract on the sale of goods or the provision of services in the country and abroad. Factoring allows a business to obtain immediate capital in the amount of the anticipated future income due from all outstanding invoices. In short, a factor is a funding source: the factor agrees to pay the company the value of an invoice, less a discount for commission and fees.

In the following, we will present the most important novelties from the Law on Amendments to the Law on Factoring.

Expanding the group of persons who can be factoring participants in the capacity of assignors

The Amendments provide that, in addition to companies and entrepreneurs, other organizational forms such as cooperatives, registered agricultural holdings,  business associations, institutions, and other legal entities that carry out activities to gain profit, may be factoring participants in the capacity of assignor, who sells their receivable to the factor.

Transfer of the supervision competence from the Ministry of Finance to the Securities Commission

The competence for issuing and revoking approvals to companies for performing factoring activities, as well as supervision over factoring companies, is transferred from the Ministry of Finance to the Securities Commission

Supplementing the documentation to be submitted with the request for approval to perform factoring activities

A new obligation is introduced concerning the documentation submitted with the application for approval to perform factoring activities. The beneficial owner of the legal entity, within the meaning of the law regulating the prevention of money laundering and terrorist financing, and the associate, have to provide evidence that they have not convicted for criminal offenses by a final judgment to a prison sentence of more than six months, and that no criminal proceedings are being conducted against them.

Associate, within the meaning of this law, is considered: 1) any natural person who is a member of the management body or a responsible person in a legal entity in which the responsible person of the factoring company is a member of the management body or the beneficial owner, within the meaning of the law regulating the prevention of money laundering and terrorist financing; 2) any natural person who is the beneficial owner of a legal entity in which the responsible person of the factoring company is a member of the management body; 3) any natural person who, together with the responsible person of the factoring company, has beneficial ownership of the same legal entity.

Explicitly specifying two new grounds for the termination of the approval to perform factoring activities

Two new grounds are added, in the sense of explicitly specifying, for the termination of the approval to a factoring company to perform factoring activities:  on the day of the decision on the opening of bankruptcy proceedings becoming final;  on the day of the issuance of the measure on revocation of the approval to perform the activity after the conducted supervision.

Factoring agreement as an enforceable document

The contracting parties may agree that a factoring agreement concluded in writing, certified (solemnized) by a public notary in accordance with the provisions of the law governing public notary services and containing an explicit statement by the assignor, or debtor in reverse factoring, by which it consents that the factor, based on the factoring agreement, may initiate enforcement proceedings (enforceability clause) after the maturity of the claim, has the legal effect of an enforceable document, within the meaning of the law governing enforcement and security.

Regularly, the factoring agreement, which represents the basis for the transfer of the receivable, and the prescribed documentation submitted to the factor (the agreement and/or invoices and other documents proving the basis and identifying the receivable, as well as the notification to the debtor that the receivable has been sold to the factor) constitute a reliable document in the enforcement procedure.

Non-Set-Off

A new provision is added, specifying that, for the duration of the factoring agreement, the receivable that is the subject of that agreement cannot be extinguished by set-off (compensation) between the assignor and the debtor, unless otherwise defined in the factoring agreement.*

Simultaneous transfer of ancillary rights and means of securing the receivable

For normative clarity, a new provision of the Law is added, which stipulates that with the receivable, also ancillary rights and means of securing the receivable are transfered to the factor, such as the right of priority collection, pledge rights, rights from the contract with the guarantor, rights to interest, contractual penalties, and the like, in the manner and to the extent provided for in the factoring contract. Therefore, for that purpose, it is not necessary to conclude a new transfer contract.

Electronic form of documentation

The obligation of the assignor to submit to the factor the original contract or a copy certified by the competent authority upon the sale of his receivable is revoked. The documentation submitted with the factoring contract may be prepared in electronic form.

The assignor is obliged to deliver to the debtor a notice of the sale of the receivable in written or electronic form, unless it is a receivable that is subject to registration in the central factoring registry, as a unique electronic database. In addition, the possibility is provided for transferring, by the factoring agreement, the obligation to notify the debtor from the assignor to the factor, in the name and on behalf of the assignor.

Establishment of the central factoring record

For record keeping, transparency and preventing multiple assignment of invoices, a central factoring record is being established as a single electronic database of invoices that are the subject of factoring. The subject of the record are assigned electronic invoices, issued in accordance with the law governing electronic invoicing.